Marlin Equity Partners: investment adviser

Marlin Heritage Europe Partners II, L.P. (“Heritage Europe Fund II GP,”)

•

Marlin Heritage Europe Partners III GP, S.àr.l. (“Heritage Europe Fund III GP,”);

•

Marlin Heritage Partners III, L.P. (“Heritage Fund III GP”);

•

Marlin Strategic Opportunities Partners I, L.P. (“Opportunities Fund I GP”);

•

Marlin Credit Opportunities GP, L.P. (“Credit Fund GP” and together with the entities listed above and with any future general partner entities formed by us, the “General Partners”, and together with, the Management Company and our affiliated entities, “Marlin”, “we” or “us”);

•

Marlin Equity Partners Limited (the “UK Office”); and

•

Marlin Equity Partners SAS (the “French Office”).

The UK Office, the French Office and each General Partner listed above are subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance. This Brochure describes the business practices of each General Partner and the UK Office, which, together with the Management Company, operate as a single advisory business.

We provide discretionary investment advisory services to privately offered pooled investment vehicles (each, a “Main Fund,” and collectively and with any such vehicles formed in the future, the “Main Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and whose securities are not registered under the Securities Act of 1933. We also manage private investment funds formed to allow certain of our principals, employees and operating professionals and their affiliates as well as other qualified persons, to invest side-by-side in certain portfolio investments made by a Main Fund managed by the same General Partner (individually, an “Executive Fund” and collectively, the “Executive Funds”). In addition, we manage co-investment vehicles established to facilitate particular investments made by certain Main Funds (individually, a “Co-Invest Vehicle” and collectively, the “Co-Invest Vehicles”). The Main Funds, the Executive Funds and the Co-Invest Vehicles are referred to together as the “Funds”. The Funds’ underlying investors, referred to herein as “investors” or “limited partners”, are generally either accredited investors, qualified purchasers or non-U.S. persons (or knowledgeable Marlin personnel), depending on the applicable eligibility requirements of the respective Fund. The Funds are primarily structured as private equity funds and seek capital appreciation through control investments by negotiating transactions in operating entities, referred to herein as “portfolio companies”. Our investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Investments are made predominantly in non-public companies, although investments in public companies are permitted in certain instances. Our senior principals or other investment personnel typically serve on the boards of directors (or other governing bodies) of the Funds’ portfolio companies or otherwise act to influence control over management of such portfolio companies. Marlin Operations Group, Inc. (“MOGI”), an exclusive consulting firm affiliated with the Management Company, assists the Management Company in its operational due diligence and capital sourcing for prospective and consummated transactions and in its post-closing operating initiatives for Fund portfolio companies, including manufacturing, sales, marketing, finance, tax, technology, information technology, financing (e.g., debt and equity financing, including, without limitation, in connection with acquisitions, dispositions, refinancings, recapitalizations and other similar transactions), legal, real estate/facilities management, financial planning and analysis, human resources, acquisition integration/rationalization, data analytics, procurement and/or other operations services (such assistance, collectively, “Operational Services”). Operational Services may be performed by employees of MOGI or by certain third-party operating professionals who are independent contractors of MOGI, the Management Company, a Fund, a portfolio company, or an affiliate of any of the foregoing. MOGI and such third-party operating professionals (whether or not employed or engaged by MOGI) are hereinafter referred to collectively as the “Operations Group.” Marlin’s advisory services for each Fund are detailed in the applicable private placement memorandum or other offering documents (each, a “Memorandum”) and limited partnership

agreement or other operating agreements or governing documents (each, a “Partnership Agreement” and together with the Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Marlin and any investor. The Funds or the General Partners have entered into certain side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. As of December 31, 2025, Marlin managed $9,021,207,277 in regulatory assets under management on a discretionary basis. The Management Company is principally owned by David M. McGovern. A minority interest in the Management Company is owned by investment funds managed by Blackstone Strategic Capital Group. Blackstone Strategic Capital Group does not have authority over the day-to-day operations or investment decisions of the Management Company as they relate to the Funds, although it has negotiated certain minority protection and consent rights in connection with its investment in the Management Company. The Management Company intends to continue to maintain operations, strategy, and investment decisions separate from Blackstone Strategic Capital Group.

The General Partners or other Marlin entities or affiliates receive additional compensation in connection with management and other services performed for portfolio companies of the Funds and all or a portion of such additional compensation generally will offset the Management Fees (as defined below) otherwise payable to Marlin, as described in the Governing Documents. Investors in the Funds also bear certain Fund expenses, as described below. Management Fees Generally, a Main Fund during its investment period will pay the applicable General Partner a management fee (the “Management Fee”), as specified in the Governing Documents, on an annual basis of up to 2.00% of aggregate Main Fund investor capital commitments (“Commitments”), with the exception of one Main Fund that will pay up to 2.25% of Commitments on an annual basis. Payment of the Management Fee will be made partially in advance and partially in arrears for a given Management Fee period. Generally, investors

participating in a closing after a Main Fund’s initial closing date bear the Management Fee from the initial closing date, generally in addition to an interest component payable to Marlin or an affiliate. Upon a date specified in the Governing Documents (the “Stepdown Date”), the Management Fee will be reduced and will equal a percentage of the aggregate amount of capital invested by the Fund (including, if specified in the Partnership Agreement of the applicable Main Fund, funded with Fund borrowing) in portfolio companies that have not been disposed of or completely written off for U.S. federal income tax purposes. The General Partners generally will pay over to the Management Company a portion of the Management Fee. The Management Fee will be payable to the General Partner until proceeds from all portfolio investments are distributed or until the General Partner’s relationship with the applicable Fund is terminated for other reasons (as described in the applicable Partnership Agreement). Installments of the Management Fee payable for any period other than a full Management Fee determination period are adjusted on a pro rata basis according to the actual number of days in such period. As specified in the Governing Documents, from the effective date of the relevant Main Fund until the Stepdown Date, Management Fees generally will be charged based on a formula tied to the amount of the relevant Main Fund’s aggregate Commitments. Further, after the Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Fund borrowing component (including interest expenses) and the amount of any capitalized Transaction Fees (as defined below) or expenses) made by the relevant Main Fund relating to the Main Fund’s aggregate investment(s) in its portfolio companies that have not been realized or completely written off for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their respective Governing Documents, in the event where more than one Main Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Main Fund’s Governing Documents but not those of one or more other Main Funds. Under the Governing Documents, where the fair market value of a Main Fund’s remaining investment in a portfolio company exceeds the total amount of investment contributions by the Main Fund relating to such portfolio company, post-Stepdown Date Management Fees will continue to be calculated based on the aggregate amount of applicable investment contributions in such portfolio company. In addition, the Governing Documents do not require Management Fees to be reduced or refunded following the occurrence of a write down, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of Management Fees otherwise payable relating to such investment will be reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total investment contributions relating to such investment(s) as of the date of the relevant event. As a result, and as is generally the case for private equity funds, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments

or of a Main Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Main Fund’s interest therein, and even in cases where the value of the Main Fund’s investment or the Main Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Transaction Fees) and expenses paid to Service Providers (as defined below), Marlin or its affiliates (including MOGI). Further, Management Fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial writedowns or write-offs that occur partway through the relevant calculation period. The Governing Documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. The Management Fee generally will be reduced by all or a portion of the directors’ fees, financial consulting fees, advisory fees, transaction fees, break-up fees and certain other fees paid by portfolio companies or prospective portfolio companies to the General Partner, the Management Company or certain affiliates (such fees, “Transaction Fees”), but not including, in any event, any amount received by (x) MOGI, its employees or other persons engaged by MOGI or (y) any amount received by the General Partner or other person from a portfolio company as reimbursement for expenses directly related to such portfolio company, or as payment for services provided to any portfolio company in the ordinary course of such portfolio company’s business or as compensation for services provided by the General Partner, the Management Company, MOGI or any other person as an employee of or in a similar capacity for such portfolio company. To the extent that such an offset credit would reduce the Management Fee for a given Management Fee determination period below zero, the credit will be carried forward for future application against payable Management Fees. Depending on the terms of the applicable Partnership Agreement, to the extent any such excess remains unapplied upon dissolution of a Fund, each partner of such Fund will receive its share of such unapplied excess, unless such partner elects not to receive its share. As a matter of practice, the Management Company and/or our affiliates are typically Transaction Fees from, on behalf of or with respect to co-investors and other owners of an investment. The receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only benefit with respect to the relevant allocable portion of any such fee. As a result, a Fund will not benefit

from (and the Management Company and its affiliates are expected to retain) the portion of any fee that relates to, among other items: (i) General Partner or affiliated partner or other fee-free investor commitments; (ii) co-investors or potential co-investors (which could include coinvestment vehicles managed by the Management Company, service providers (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) where applicable, the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. Each of the foregoing conditions is expected to reduce the amount of Transaction Fees otherwise available to be offset against Management Fees. The Management Company’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. The Management Company and/or our affiliates generally have discretion over whether to charge transaction fees, monitoring fees or other similar fees or to require other compensation from a portfolio company and, if so, the rate, timing and/or amount of such compensation. The receipt of such compensation may give rise to conflicts of interest between the Funds, on the one hand, and the Management Company and/or our affiliates on the other hand. As permitted under the Partnership Agreement of certain Funds, the relevant General Partner is permitted to waive a portion of the Management Fee in exchange for a reduction in the General Partner’s capital contribution obligation to such Fund and/or a corresponding interest in such Fund’s profits. The limited partners of a Fund would, in such circumstances, be required to make a pro rata contribution according to their respective Commitments to fund any contribution that would otherwise be required of the General Partner in connection with any such waiver or reduction as described above and, as a result, the exercise of such waiver may result in an acceleration (or delay) of investor capital contributions. Waived or reduced Management Fees are not subject to the Management Fee offsets described above and as further described in the applicable Partnership Agreements. Co-Invest Vehicles may also pay management fees to the applicable General Partner. The terms of such fee arrangements are generally negotiated between such vehicles’ limited partners and General Partner. Carried Interest As more fully described in the relevant Governing Documents, each General Partner generally is entitled to a carried interest with respect to the relevant Main Fund equal to 20% of all realized profits, with the exception of one Fund that is entitled to 15% of all realized profits and another Fund that is entitled to a percentage equal to 10%-25% of all realized profits, subject to a specified preferred return with a related General Partner catch-up provision. The carried interest distributed to a General Partner is subject to a potential clawback at the end of the life of a Main Fund (and, in the case of certain Main Funds, at such other times as described in the applicable Partnership Agreement) if the relevant General Partner has received excess cumulative

distributions. The General Partners may also be entitled to a carried interest in Co-Invest Vehicles as negotiated by such General Partners and the applicable limited partners. Other Information Marlin has the right to exempt certain investors in certain Funds from payment of all or a portion of Management Fees and/or carried interest. The relevant General Partner reserves the right to make any such exemption from fees and/or carried interest by a direct exemption or by allowing such investors to invest through Co-Invest Vehicles. For example, in instances where a Marlin professional (or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated entity) generally will be exempt from payment of the Management Fee and carried interest with respect to such Fund. Additionally, to the extent permitted by the relevant Partnership Agreement, Marlin has the right to permit investors, affiliated with Marlin or otherwise, to invest through the relevant General Partner or other vehicles that do not bear Management Fees and/or carried interest. The Funds generally invest on a long-term basis. Accordingly, Management Fees, carried interest and other fees are expected to be paid, except as otherwise described in the relevant Partnership Agreement, over the term of the Funds and investors generally are not permitted to withdraw or redeem interests in the Funds. Principals or other current or former Marlin personnel are permitted to receive a portion of the Management Fee, carried interest or other compensation received by the General Partner. In addition to the Management Fee and carried interest payable to the General Partners, each Fund and certain Co-Invest Vehicles bear certain expenses. The categories of expenses payable by each can be found in the relevant Governing Documents. Subject to such Governing Documents, the Main Funds or Co-Invest Vehicles will pay, or reimburse the applicable General Partner, the Management Company, or any affiliate thereof for, all other fees, costs, expenses, liabilities and obligations relating to such Fund or vehicle’s activities, business, portfolio companies or actual or potential investments whether or not consummated, including with respect to any entity formed to effect the acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or potential portfolio company), including, but not limited to, all fees, costs, expenses, liabilities and obligations relating or attributable to: (i) activities with respect to the pursuing, structuring, organizing, diligencing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, dissolving, liquidating, or otherwise disposing of, as applicable, the Fund’s portfolio companies, and the Fund’s actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party due diligence software and service providers (including certain subscriptions to databases and/or research services), consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors), whether or not any contemplated transaction or project is

consummated and whether or not such activities are successful, and costs related to the organization or maintenance of any intermediate vehicle, including without limitation, any travel and accommodation costs related to such entity, the salary and benefits of any personnel reasonably necessary for the maintenance of such entity or other overhead expenses in connection therewith; (ii) indebtedness of, or guarantees made by, the Fund, the Management Company, the applicable General Partner, or any “affiliated partner” on behalf of the Fund (including any credit facility, letter of credit or similar credit support), including the repayment of principal and interest with respect thereto, or seeking to put in place any such indebtedness or guarantee; (iii) financing, commitment, origination and similar fees and expenses; (iv) broker, dealer, finder, underwriting (including, without limitation, both commissions and discounts), loan administration, private placement fees, sales commissions, investment banker, finder and other similar services; (v) brokerage, sale, custodian, depositary, local paying agent, trustee, record keeping, account, registered office and similar services (including a depositary appointed pursuant to the Alternative Investment Fund Managers Directive (“AIFMD”) and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act, Swiss Financial Services Act, and Swiss Financial Institutions Act (all as amended), including any law, rule, or regulation relating to the implementation thereof); (vi) administrative, regulatory, reporting, filings, and other ongoing compliance requirements contemplated by the AIFMD or any similar law, rule, or regulation (excluding for the avoidance of doubt, the initial and/or preliminary registrations, filings, and compliance obligations related thereto), including secondary legislation, regulations, rules, and/or associated guidance and any related requirements; (vii) legal, accounting, research, auditing, technology, administration (including costs associated with compliance with any law, rule, regulation, policy, directive or special measure, including, without limitation, in relation to privacy, data protection, know your customer, antimoney laundering, sanctions, anti-terrorism or environmental, social, and governance considerations) and any third-party service provider fees, costs related thereto, and any regulatory costs incurred by Marlin in connection with the operation of the Fund, tracking or reporting software of the Fund, auditing, research, information, advisory, valuation (including third-party valuations, appraisals or pricing services as well as costs related to the establishment or maintenance of such other services), appraisal, consulting (including expenses incurred in connection with hiring consultants and MOGI (as defined below) personnel, consulting, advisory, and retainer fees, salary, expense reimbursement, personnel costs and other compensation paid and benefits provided to MOGI or any of its members, consultants performing investment initiatives or providing services related to environmental, social and governance considerations and policies and other similar consultants), tax and other professional services (including costs related to the establishment or maintenance of any such activities or services); (viii) reverse breakup, termination, and other similar fees; (ix) insurance (including directors and officers liability, fidelity bond, cybersecurity, portfolio company management liability, errors and omissions liability, crime coverage, general partnership liability premiums, and other insurance and regulatory expenses, including any costs and expenses related to any retention or deductibles and broker fees, costs and commissions) and

any consultants or other advisors utilized in the procurement, review, maintenance, and analysis of insurance policies; (x) filing, courier, mailing, survey, title, transfer, registration and other similar fees and expenses; (xi) printing, communications, marketing, and publicity; (xii) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K-1s, or any other administrative, compliance, or regulatory filings or reports (including Form PF, Bureau of Economic Analysis Reports, and any administrative, regulatory, reporting, filing or other compliance requirements contemplated by the AIFMD that are directly attributable to the Fund), or other information, including fees and costs of any third-party service providers and professionals related to the foregoing; (xiii) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software (including accounting, investor systems, ledger systems, financial management, and cybersecurity) and other administrative tools for the benefit of the Fund or its limited partners, computer software specific to the affairs of the Fund and any parallel investment entities and strategy-related research and market data, including, without limitation, news and quotation equipment and other reporting tools (including subscription-based services); (xiv) any activities with respect to protecting the confidential or non-public nature of any information or data (including, without limitation, any costs and expenses incurred in connection with the General Data Protection Regulation (EU 2016/679) (as amended), the California Consumer Privacy Act, and the Freedom of Information Act, 5 U.S.C. § 552); (xv) to the extent provided in the Partnership Agreement or otherwise approved by the General Partner in its sole discretion, activities or proceedings of the Fund’s advisory board (including any reasonable out-of-pocket costs and expenses incurred by the representatives of the General Partner, advisory board members, permitted observers, and other persons in attending or otherwise participating in meetings of the advisory board); (xvi) indemnification (including any legal and other fees, costs, and expenses incurred in connection with indemnifying any partner or other person or entity pursuant to the Partnership Agreement and advancing fees, costs and expenses incurred by any such person or entity in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Partnership Agreement), except as otherwise set forth in the Partnership Agreement; (xvii) actual, threatened, or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs and expenses of any discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xviii) holding annual, periodic, and special meetings of the Fund, any partners, their respective affiliates, and/or any parallel investment entities and any other conference, meeting, or webcast or other video conference and any periodic executive forum of portfolio company management and/or other persons, in each case including, without limitation, set-up, room and board, dining, entertainment, travel, honorarium or speaker fees and other meeting- or conferencerelated expenses; (xix) attendance of any member, manager, shareholder, partner, director, officer, employee, or affiliate of the General Partner or Marlin at any trade conference, including any applicable registration costs and exhibitions, sponsorships, or other presentation costs;

(xx) except as otherwise determined by the General Partner in its sole discretion, any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such alternative investment vehicle) that would be a Fund expense or organizational expense if it were incurred in connection with the Fund, and any expenses incurred in connection with the formation, management, operation, termination, winding up, or dissolution of any feeder vehicles related to the Fund to the extent not paid by the investors investing in such entities, and any other costs related to any past or anticipated structuring or restructuring of any Fund entity; (xxi) the termination, liquidation, winding up, or dissolution of the Fund, and any of its constituent vehicles, including portfolio companies and related entities; (xxii) defaults by Fund partners in the payment of any capital contributions; (xxiii) any amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Fund and related entities, the General Partner, Marlin and related entities, any entities owned directly or indirectly by the Fund (including portfolio companies), and any alternative investment vehicle of the Fund or any parallel investment entity, including the preparation, distribution, and implementation thereof; (xxiv) compliance with any law, rule, regulation, policy, directive, or special measure (including in relation to privacy, data protection, “know-your-client,” Cayman Islands anti-money laundering rules and regulations, sanctions or anti-terrorism considerations) related to the activities of the Fund including, but not limited to, legal, administrative, consulting or other third-party service provider costs related thereto, any regulatory expenses of the General Partner incurred in connection with the operation of the Fund (other than expenses directly related to, and as the direct result of, the registration of, and ongoing compliance by, Marlin and/or the General Partner as a registered investment adviser under the Advisers Act) or incurred in connection with any litigation or governmental inquiry, investigation or proceeding involving the Fund, including the amount of any judgments, settlements or fines paid in connection therewith, except as set forth in the Partnership Agreement; (xxv) any transfer or proposed transfer by a limited partner or any limited partner’s name change, internal restructuring, or change in registered agent or custodian; (xxvi) any taxes, fees or other governmental charges levied against the Fund or any alternative investment vehicle or parallel investment entity and all expenses incurred in connection with any tax audit, inquiry, investigation settlement, or review of the Fund (except to the extent that the Fund, vehicle, or entity is reimbursed therefor by a partner or such tax, fee, or charge is treated as having been distributed to the partners pursuant to the Partnership Agreement) and any costs and expenses relating to the “partnership representative” and the “designated individual” of the Fund; (xxvii) distributions to the partners and the acquisition, holding and disposition of the Fund’s investments, including extraordinary expenses; (xxviii) unreimbursed or unpaid costs of MOGI or its members, employees, or other persons engaged by MOGI; (xxix) any travel (including the cost of using public or private aircraft or other private air travel (including ownership or fractional ownership of private aircraft), car or ride sharing services, and other modes of transportation), and lodging, meals, and entertainment relating to any of the

foregoing, including in connection with any consummated or unconsummated investment or disposition opportunities; (xxx) compliance with the Partnership Agreement, side letters, and similar agreements with limited partners (including, without limitation, compliance with any most-favored nations provisions set out therein), except as otherwise set forth in the Partnership Agreement; (xxxi) amendments to, and waivers, consents, or approvals pursuant to side letters or similar agreements with Limited Partners and “most favored nations” elections processes in connection therewith; (xxxii) any third-party experts, including independent appraisers, engaged by the General Partner in connection with the Fund considering, making, holding, or disposing of, directly or indirectly, an investment in the same entity as one or more other investment vehicles managed or controlled by the General Partner, Marlin, or any of their affiliates; (xxxiii) the organization or maintenance of any holding entity or other intermediate entity used to acquire, hold or dispose of any investment or otherwise facilitating the Fund’s investment activities, including (without limitation) any travel or accommodation expenses related to such entity, the salary and benefits of any personnel reasonably necessary for the maintenance of such entity, or other overhead expenses in connection therewith; (xxxiv) compliance with any tax or financial account reporting regime, including FATCA and the OECD Standard for Automatic Exchange of Financial Information – Common Reporting Standard and any similar laws, rules and regulations, and any fees, costs and expenses of any third party service providers and professionals related to the foregoing; (xxxv) reconstituting the fund pursuant to the applicable partnership agreement; and (xxxvi) any other expenses, costs or liabilities approved by the advisory board of the Fund. The Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of Marlin and/or our affiliates and company level fees and expenses not covered by the list of permissible expenses set forth in the Governing Documents; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so the Management Company expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. Generally included in the expenses permitted to be borne by a Fund are the fees, costs, expenses, liabilities and obligations of legal counsel, consultants and/or other Service Providers to procure, develop, establish, review, revise, customize, upgrade and/or negotiate relationships relating to the foregoing items, which generally are expected to be significant. In certain cases, these or similar expenses (and/or Transaction Fees) are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction or, to the extent necessary or desirable

for operational, administrative, tax or other reasons, charged at the level of an intermediate holding company between the relevant Fund and the portfolio company. To the extent holding or intermediate entities include one or more special purpose acquisition companies (“SPACs”), the relevant Fund(s) will bear the costs of organizing and offering such SPACs, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by the Fund, and except where prohibited by the Governing Documents, such interests are permitted to be issued to Marlin and its personnel. Marlin reserves the right to agree with operating partners, joint venture or similar partners, Service Providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Marlin expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Funds under the Governing Documents if performed by Marlin personnel, but third parties performing the same services generally would be chargeable to the Funds thereunder, and outsourcing to third parties effectively enables Marlin and its affiliates to reduce its personnel compensation costs. Brokerage fees may be incurred in accordance with the practices set forth in “Brokerage Practices.” The inclusion of an expense category in a Fund’s Governing Documents will not impose on Marlin an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in Marlin’s discretion to the Fund(s) it deems appropriate. In certain circumstances, one Fund is expected to pay an expense or obligation common to multiple Funds and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or co-investors over time), and be reimbursed by the other Funds for their share of such expenses or obligations, without interest. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. While Marlin believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to Marlin’s related policies and practices and the Governing Documents and/or Side Letter(s). Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Main Funds. However, in the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the judgment of the General Partner, ultimately is

not consummated, all expenses relating to transactions not consummated (“Broken Deal Costs”) relating to such proposed transaction will be borne by the participating Main Fund(s), and not by any potential co-investors, that were to have participated in such transaction. To the extent that such co-investors have already executed definitive documentation to invest in such transaction, such co-investor is expected to bear its pro rata share of such Broken Deal Costs. Marlin’ practice of allocating Broken Deal Costs among investing Funds is discussed under “Conflicts of Interest,” below. To the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately by co-investors for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. The Executive Funds generally do not pay Broken Deal Costs and are not allocated any portion of the transaction, monitoring or other similar portfolio company fees. Marlin and/or our affiliates generally have discretion over whether to charge Transaction Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Transaction Fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Marlin and/or our affiliates on the other hand. Operations Group The Main Funds and the Co-Invest Vehicles, directly or through portfolio companies in which they invest, bear the cost of Operational Services provided by the Operations Group. Members of the Operations Group (including MOGI) may receive compensation from Fund portfolio companies or from a Main Fund or the Co-Invest Vehicles (including through the reimbursement of fees or other compensation initially paid by the Management Company or applicable General Partner, which may be borne by a Main Fund or Co-Invest Vehicle through a reduction in the offset to the Management Fees for certain non-investment advisory fees received by the Management Company or its affiliates in connection with the Main Funds’ and Co-Invest Vehicles’ investments and portfolio companies). Such compensation will not offset or reduce the Management Fee and, thus, will not be covered by the Management Fee. Certain members of the Operations Group are permitted, from time to time, to participate in meetings of the Management Company’s investment or other committees to, among other things, provide feedback and operational insight regarding a particular industry or prospective portfolio company and help ensure coordination between the Operations Group and Marlin’s investment team (the “Investment Team”) in constructing an operating plan for a given portfolio company. The Management Company and/or the applicable General Partners generally have discretion over whether to charge fees to or require other compensation from (or seek reimbursement from) a portfolio company in connection with services provided by the Operations Group and, if so, the fee rate or amount. The receipt by members of the Operations Group of such fees or other compensation generally will give rise to potential conflicts of interest between the Main Funds and Co-Invest Vehicles, on the one hand, and the Management Company and/or our affiliates (including MOGI), on the other hand. See “Methods of Analysis, Investment Strategies and Risk of Loss - Conflicts of Interest.”

The Main Funds and the Co-Invest Vehicles, through portfolio companies or directly, bear the cost, including compensation, of directors, executives or consultants to portfolio companies, which may include our former senior principals or employees, in connection with management or consulting services provided by such persons. Any such cost will generally not offset management fees paid to Marlin.

The existence of performance-based compensation has the potential to create an incentive for the General Partner to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than it would otherwise in the absence of such arrangement, although Marlin generally considers performancebased compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performancebased compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. We manage the Executive Funds, which are not charged a performance-based fee. Although this practice could present a conflict of interest, we do not believe this arrangement poses a conflict of interest in practice because the Executive Funds co-invest alongside Main Funds that are charged performance-based fees at substantially the same time and on substantially the same terms as such Main Funds and dispose of such investments in a similar manner. Additionally, to the extent that our personnel are assigned varying percentages of carried interest from the Funds, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for vehicles from which they are entitled to receive a higher carried interest percentage. We seek to address the potential for conflicts of interest in these matters with allocation policies and practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by us or any personnel. See “Methods of Analysis, Investment Strategies and Risk of Loss,” for further discussion of conflicts of interest.

banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business entities. Our principals or personnel and their affiliates and members of their families, members of MOGI or other Service Providers retained by Marlin or a Fund, and executives of Fund portfolio companies may directly or indirectly invest in the Funds. The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle managers generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the Governing Documents of the related Fund. The minimum investment amount in each Main Fund is stated in its Governing Documents and generally ranges from $5 million to $10 million. The Heritage Europe Funds (as defined below) generally have a minimum investment amount of €5 million or €10 million. The General Partners have discretion to waive such minimum investment amounts and qualification requirements at their discretion.

toward the smaller end of Marlin’s spectrum of target companies requiring €30 million to €125 million of initial permanent equity capital and generally located in Europe (the “Heritage Europe Funds”), and (iv) in private debt issued by portfolio companies held by Marlin’s other Funds as well as the debt of unaffiliated operating companies (the “Credit Fund”). The following is a summary of the investment strategies and methods of analysis generally employed by us on behalf of the Main Funds. There can be no assurance that Marlin will achieve the investment objectives of any Fund and a loss of investment is possible. Investment and Operating Strategy We seek to execute our investment strategy through a consistent, disciplined and repeatable investment process. We are organized to reinforce our investment strategy through every step of the transaction process and seeks to increase expediency and certainty of closure. We utilize this

approach for sourcing, qualifying and executing transactions both to optimize resources and maintain consistency in the execution of its strategy. Our investment process incorporates the following phases: (i) sourcing, (ii) qualification, (iii) execution, (iv) value building, and (v) exit. Sourcing. Our Business Development group maintains primary responsibility for transaction origination. Direct calling, marketing, email, mailings and industry affiliations are all used to reach a variety of deal sources, primarily in technology, healthcare, consumer, business services and manufacturing. The Business Development group is supported by our personnel in developing relationships with investment bankers, business brokers, turnaround consultants, large corporations, lender workout groups, lawyers, accountants, complementary private equity partners, fund-less sponsors, industry executives, media contacts and financing partners. Qualification. Our qualification stage is a disciplined, opportunity-driven process designed to extract investment opportunities out of a pool of prospective deals generated by the Business Development group. We look to acquire businesses that exhibit one or more of the following characteristics: • Strong installed customer base with recurring revenue streams • Scalable business model • Defensible market position with barriers to entry • Experiencing some form of financial, operational or market-related transition • Strong management team with track record of success • Underutilized or non-core assets • Solid brand equity with established channel relationships and/or significant marketing power • Operating in a fragmented industry with opportunities for consolidation Execution. Our execution process includes due diligence, creation of a detailed operating plan, price discipline, structuring and assessing financing networks. Because our target companies are typically undergoing some form of transition, we spend a substantial amount of time and effort performing due diligence. During due diligence, the Investment Team, Operations Team and, selectively, management of an existing portfolio company or outside consultants will construct an operating plan that is a critical factor in the investment decision. Value Building. Building long-term value is the core of our operations-focused investment strategy. Accordingly, we seek to partner with outstanding management teams to stabilize, strengthen and grow its portfolio companies. In addition to financial capital, we provide a network

of strategic resources and relationships geared to help management teams weather challenging transitions and recognize long-term value opportunity within their businesses. Exit. We pursue an active exit strategy, with an average expected hold period of three to five years. The intrinsic nature of operational investing increases the possibility for rapid value creation as exit potential generally increases once a business undergoes a strategic or operational transformation. Throughout the investment lifecycle, contact is maintained with potential exit partners including strategic buyers, financial buyers, investment bankers and key opinion leaders. We review company specific performance and outlook, as well as general market conditions in both public and private capital markets, to determine the best form of and timing for exit. Risks of Investment and Conflicts of Interest Our investment strategy involves significant risks and other considerations that should be undertaken only by investors capable of evaluating and bearing such risks. An investment in a Fund is not suitable as the sole investment vehicle for an investor, and prospective investors should only invest in the Funds as part of a broader overall investment strategy, and if they are able to withstand a total loss of their investment. Prospective investors should carefully consider, among other factors, the risks described below. Although the following risk factors are generally applicable to all of our Funds, it is a brief overview of some of the risks and does not serve as an exhaustive list or a comprehensive description of all risks associated with an investment in a Fund. Investors should refer to each Fund’s Memorandum for a more complete description of the risks factors and conflicts of interest specific to their Fund. An investment in a Fund is deemed to be a speculative investment and requires a long-term commitment with no certainty of returns of capital or gains and there is no guarantee that a Fund will achieve its investment objective. Business Risks. Each Fund’s investment portfolio consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance. The performance of our Funds’ prior investments is not necessarily indicative of a Fund’s future results. While we intend for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that positive returns will be achieved. On any given investment, loss of principal is possible. Investment in Junior Securities. The securities in which the Funds will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. Non-Controlling Investments. The Funds may invest in debt obligations and other noncontrolling interests of portfolio companies. In such cases, a Fund will have a limited ability to protect the Fund’s position in such portfolio companies. However, the relevant General Partner will seek appropriate creditor and shareholder rights to help protect the Fund’s interest. Concentration of Investments. Each Fund will participate in a limited number of investments and may seek to make several investments in one industry segment, in a limited

geographic area, in a single asset type and/or within a short period of time, which could create the conditions for a portfolio of investments that exhibit, a very high degree of correlated returns. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings may substantially affect its aggregate return. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. In a highly competitive environment with a fewer investment opportunities, the terms upon which investments can be made may be worse, relative to the experience of any prior Fund investment. Further, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified and consummated. Regardless of the extent to which the commitments of limited partners are invested, limited partners will be required to bear Management Fees during the investment period based on the entire amount of their Commitments to a Fund and other amounts as set forth in the applicable Partnership Agreement. Dynamic Investment Strategy. While each General Partner generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant General Partner is permitted to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Governing Documents. A General Partner is permitted to pursue investments outside of the industries and sectors in which Marlin has previously made investments or has internal operational experience. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including any Management Fee payable to the General Partner) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital, including unfunded Commitments. Leveraged Investments. The Funds are permitted to make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis. Leverage generally magnifies such Fund’s opportunities for higher returns and its risk of loss from a particular investment, and the magnification of the risk of loss may be substantial. The cost and availability of leverage is highly

dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. Leverage often imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and potentially will constrain its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Fund’s investments in the leveraged portfolio companies in a down market. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of the Fund. Furthermore, should the credit markets be limited or costly at the time the Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. Except where otherwise required by the relevant Governing Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. The Funds are also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by a Fund generally also will result in fees, interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. While Fundlevel borrowings generally will be subject to limitations set forth in the Governing Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Fund generally is permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other Funds and entities managed by us or any of our affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and./or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result the Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by Commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. Subscription Lines. A Fund generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or

refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to limited partners. The Fund is also permitted to seek to enter into one or more other types of revolving credit facilities (the collateral for which can be, for example, one or more assets of the Fund, i.e., asset-backed facilities). Fund-level borrowing subjects limited partners to certain risks and costs. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to the maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby has the potential to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fundlevel borrowing can increase the base of a Fund’s Management Fee calculation, such as during periods where Management Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because, in such cases, Management Fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Funds) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy and/or a limited partner’s ability

to transfer its interest in a Fund. In addition, in order to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Such larger capital amounts may increase the magnitude of potential investor defaults. Additionally, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. A General Partner is authorized to use Fund-level borrowing to pay Management Fees and to reimburse Marlin for expenses incurred on behalf of the relevant Fund. A Fund is also permitted to utilize Fund-level borrowing when a General Partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant General Partner, as reduced by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Documents, this scenario potentially incentivizes the relevant General Partner to permanently fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds).

Investment- and Intermediate Entity-Level Borrowing. Under the Governing Documents, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., assetbased borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Restricted Nature of Investment Positions. Generally, there will be no readily available market for a substantial number of each Fund’s investments, and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the partners of a Fund and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to the partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the Governing Documents, including the value used to determine the amount of carried interest available to Marlin with respect to such investment. Reliance on the General Partner and Portfolio Company Management. Control over the operation of the Funds will be vested entirely with their respective General Partners, and a Fund’s future profitability will depend largely upon the business and investment acumen of Marlin. The loss of service of one or more of our principals could have an adverse effect on a Fund’s ability to realize its investment objectives. Limited partners generally have no right or power to take part in the management of a Fund, and as a result, the investment performance of a Fund will depend

entirely on the actions of the General Partner. Although the General Partners will monitor the performance of each Fund investment, it will primarily be the responsibility of each portfolio company’s management team to operate the portfolio company on a day-to-day basis. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by each company’s management, with adjustments to such projections made by a Fund’s General Partner in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund is permitted to decide to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There is no assurance that a Fund will make follow-on investments or that any Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments may result in a lost opportunity for a Fund to increase its participation in a successful portfolio company or the dilution of the Fund’s ownership in a portfolio company if a third party invests in such portfolio company. Non-U.S. Investments. The Funds are authorized to invest in portfolio companies that are organized, headquartered and/or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of a Fund), the application of complex U.S. and foreign tax rules to cross-border investments, possible imposition of foreign taxes on a Fund and/or the partners with respect to the Fund’s income, and possible foreign tax return filing requirements for the Fund and/or the partners. Additional risks include: (a) risks of economic dislocations in the host country; (b) less publicly available information; (c) less well-developed regulatory institutions; and (d) greater difficulty of enforcing legal rights in a non-U.S. jurisdiction. Moreover, non-U.S. companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. companies. The accounts of the Heritage Europe Funds are maintained in Euros and the accounts of the other Funds are maintained in U.S. Dollars. Investments by the Heritage Europe Funds may be made in currencies other than Euros and the other Funds’ investments may be made in currencies other than U.S. Dollars. The value of an investment may fall substantially as a result of fluctuations

in the currency of the country in which the investment is made as against the value of the Euro or the U.S. Dollar, as applicable. United Kingdom (“UK”) Exit from the European Union (the “EU”). The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). After this, the UK entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period, on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement, signed on December 30, 2020, the agreement does not include an agreement on financial services and, as a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK Government has begun the process of revising certain portions of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EUinfluenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third-country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Fund and its investments, including the ability of a Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions). The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU and UK-based businesses, including Marlin and Fund portfolio companies, as applicable. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may also result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States. Public Health Emergencies; COVID-19. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19 have resulted and are resulting in market volatility and disruption, and any future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. For example, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as “COVID-19.” While the World Health Organization has declared the end of COVID-19 global health emergency, the COVID-19 pandemic contributed, and any future public health crisis could contribute, to adverse global commercial activity and supply chain operations resulting in significant volatility in equity, debt,

derivatives and commodities markets. Such volatility could increase credit and liquidity risk and materially affect our and our Funds’ business and operations as well as the business and operations of our portfolio companies and our ability to fulfil the Funds investment objectives. Director Liability. A Fund will often obtain the right to appoint a representative to the board of directors of the companies in which it invests. Serving on the board of directors of a portfolio company exposes a Fund’s representatives, and ultimately such Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. Co-investors and/or co-investment vehicles may directly benefit from a General Partner’s appointment of such board representatives, although co-investors (including their respective co-investment vehicle, even if managed by Marlin) will not typically bear the cost of liability insurance related to such appointment to the extent additional liability insurance is purchased by the relevant Fund. Uncertain Economic, Social and Political Environment. The private equity industry generally and the success of the Funds’ investment activities specifically will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies. Volatility of Credit Markets May Affect Ability to Finance and Consummate Investments. A Fund’s ability to generate attractive investment returns may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Fund to realize its investments at favorable times or for favorable prices. Lack of Unilateral Control. Even if a Fund is the majority investor or controlling shareholder, as applicable, of a portfolio company, in certain circumstances it may not have unilateral control of the portfolio company. To the extent the Fund invests alongside third parties, such as institutional co-investors or private equity funds of other sponsors, is subject to terms and conditions imposed by portfolio company lenders, or makes a minority investment, the relevant portfolio companies may be controlled or influenced by persons who have economic or business

interests, investment or operational goals, tax strategies or other considerations that differ from or are inconsistent with those of the Funds or their limited partners. Such third parties may be in a position to take action contrary to the Fund’s business, tax or other interests, and the Fund may not be in a position to limit such contrary actions or otherwise protect the value of its investment. Reliance on the General Partner, Professionals and Personnel. Control over the operation of the Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant General Partner, and limited partners generally have no right or power to take part in the management of the Funds. Consequently, limited partners will be relying on the ability of the relevant General Partner to locate and evaluate the investments to be made by the Fund. The success of the Funds will depend in large part on the skill and expertise of Marlin’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at Marlin, and a loss of the services of any such personnel for any reason and for any period of time could impair Marlin’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at Marlin. Limited Access to Information; Confidentiality. Limited partners’ rights to information regarding a Fund, the relevant General Partner or Marlin generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the General Partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Marlin’s control. Decisions by Marlin or its affiliates to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for a limited partner to monitor Marlin and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on a Fund’s advisory committee generally will, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and Marlin reserves the right to withhold certain information from investors subject to such laws for reasons relating to Marlin’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Fund’s Governing Documents, Marlin will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures.

Material Non-Public Information. From time to time and in the ordinary course of business, Marlin, our personnel and our affiliates may be deemed to be in possession of material, non-public information that may be relevant to an investment decision to be made by a Fund. Consequently, a Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken, thus limiting the investment opportunities or exit strategies to the Fund. Economic and Trade Sanctions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons or located in certain jurisdictions who have been placed on OFAC sanctions list. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of Marlin’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Marlin or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Sanctioned Investors. If after subscribing to a Fund, a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), Marlin or the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with applicable laws. Such action may include, without limitation, placing a “freeze” on distributions to, and/or capital calls from, the relevant limited partner and reporting them to the relevant authorities. Actions taken by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. CFIUS and National Security Clearance Considerations. Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical

technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the General Partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole.

Outbound Investment Regulation. In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Marlin, any General Partner, the Funds and/or any of the portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on our ability to manage the Funds and their investments, and on the ability of Marlin, any Fund or any portfolio company to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Fund is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of the Fund to acquire or dispose of investments, including at prices that the relevant General Partner believes reflect the fair value of such investments; and/or the inability

of Marlin or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that we will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that we will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or Service Providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that we and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although we seek to do business with Financial Institutions that we believe are creditworthy and capable of fulfilling their respective obligations to the Funds, we are under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund.

Hedging Arrangements; Related Regulations. The General Partners are authorized (but not obligated) to endeavor to manage the Funds’ or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. A Fund is permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Responsible Investing Matters. Marlin maintains a Responsible Investing (RI) Policy and seeks to integrate certain material factors into its investment process in accordance with this policy and subject to any applicable legal, regulatory or contractual requirements. Applying such factors to investment decisions is subjective by nature, and Marlin expects to be subject to competing demands from different investors and stakeholder groups with divergent views on sustainability (including the role of such factors in the investment process). There is no guarantee that the criteria utilized by Marlin, or any judgment exercised by Marlin, will reflect the beliefs, values, internal policies or preferred practices of any particular investor or other investment manager or reflect market trends. Although Marlin views the integration of these factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Marlin cannot guarantee that its RI program will positively impact the performance of any individual investment or Fund. The materiality of RI factors depends on many factors, including the relevant industry, location, asset class, customer end-market, regulatory and political environment, and investment strategy. Sustainability factors, issues, and considerations may not apply in every instance and will vary by Fund and investment. In addition, in evaluating an investment, Marlin expects to depend upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete, inaccurate or unavailable, and which could cause Marlin to be unable to completely or accurately assess a company’s related practices and/or related risks and opportunities. Marlin does not intend to independently verify all related information reported by investments or third parties. Further, sustainability practices are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by investment managers. Marlin’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. Regulators in various jurisdictions have shown interest in improving

transparency regarding the role of ESG in asset managers’ investment process in order to allow investors to better understand, scrutinize and validate sustainability-related and other claims. At the same time, anti-environmental, social and governance (“ESG”) and anti-diversity, equity and inclusion sentiment has also gained momentum across the U.S., with several states, the executive branch and federal agencies and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions, and pursued related investigations and/or litigation. Marlin and its RI Policy could become subject to additional regulation, regulatory scrutiny, penalties or enforcement in the future, and Marlin cannot guarantee that its current approach will meet future regulatory or investor requirements, reporting frameworks or best practices, increasing the risk of related enforcement. Compliance with new requirements is expected to lead to increased management burdens and costs, at least in some regions. Impact of Government Regulation, Reimbursement and Reform. The SEC has proposed, and is expected to propose, rules that will impact the business of Marlin and the Funds. Such current and future rulemaking is expected to impact Marlin and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. Unfunded Pension Liabilities of Portfolio Companies. In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, where an investment fund owns 80% or more (or, possibly, under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. A Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where such Fund owns an 80% or greater interest in such a portfolio company. If such Fund (or other 80%-owned portfolio companies of such Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which such Fund invests.. Valuation of Investments. The securities of portfolio companies held by the Funds are generally illiquid and non-traded and therefore are not quoted on any exchange. Each General Partner will determine the fair value of all the Fund’s illiquid investments by applying a methodology as described in the Fund’s Partnership Agreement and in accordance with GAAP as clarified by FASB Topic ASC 820 Fair Value Measurements & Disclosures. There can be no assurance that the relevant General Partner will have available all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be complete or correct. There can be no assurance that the valuation of an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation, as these amounts depend on future circumstances and cannot be reasonably determined until the individual investments are actually liquidated. The variance between the valuation estimates and the actual or realized values may be material and accordingly, the valuation decisions made by such General Partner may cause it to

ineffectively manage the relevant Fund’s investment portfolios and risks, and may also affect the diversification and management of such Fund’s portfolio of investments. Cybersecurity Risks. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject. To the extent that a portfolio company, Fund, General Partner, Marlin or one or more of our respective Service Providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, we, the Funds and/or portfolio companies may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Marlin’s, the Funds’, portfolio companies’ and/or Service Providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, a portfolio company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at Marlin or one of our Service Providers holding our financial or investor data, we and our affiliates or the Funds may also be at risk of loss. International Conflict and Geopolitical Events. Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place global sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses

and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. Secondaries and other General Partner-Led Transactions. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and we reserve the right to dispose of (or seek additional capital for) Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by us following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where we believe there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by us and our affiliates), often on different terms than their original investment in the Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of Marlin or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where we or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant General Partner on the sale of an asset from an existing Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, us, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent we require existing limited partners and/or new buyers to commit capital to a continuation fund or another Fund managed by us in addition to the purchase amount paid in a transaction (including commitments to the relevant Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding

such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where coinvestors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances, we reserve the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that we will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Fund or any individual limited partner or group of limited partners. However, we reserve the right, in our sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. We are permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Fund investments, to the extent such transactions are not consummated, the relevant Fund is expected to bear as Broken Deal Costs all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Social Media and Publicity Risk. The use of social media networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding us, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Marlin, the Funds and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render Marlin’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Marlin, the Funds and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect Marlin, the Funds, the portfolio companies and their operations. Additionally, Marlin, the Funds and the portfolio companies could be further exposed to the risks of AI Technologies if Service Providers, whether or not known to Marlin, use AI Technologies in their business activities. Marlin will not be able to control the use of AI Technologies in third-party products or services, including those provided by Marlin’s and its affiliates’ Service Providers. Additionally, Marlin and its personnel use AI Technologies in connection with Marlin’s business activities, including to support Marlin’s due diligence and investment activities. AI Technologies are generally highly reliant collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies use to operate. Certain data in AI

Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of Marlin, the Funds and/or the portfolio companies. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. Marlin personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on Marlin, the Funds and/or the portfolio companies.. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Marlin, the Funds and the portfolio companies. Third-Party Service Providers: We rely on third-party service providers to perform and support certain advisory services and processes. These services include but are not limited to, investment research, risk management, compliance, audit, custody and information technology. If a third-party service provider causes actions or errors resulting in failure to perform its duties or participates in unauthorized activities, misappropriates assets, fails to identify or disclose any potential or actual conflicts of interest, or otherwise engage in any misconduct, we and the Funds may suffer adverse consequences. Such consequences could include serious financial harm including losses to the Funds and could result in litigation or regulatory breach or other unknown or unmanaged risks. There is no guarantee that the due diligence we perform will confirm their reliability, identify risks, or prevent any misconduct, or that we have any recourse against them. Dependence on Marlin’s Senior Team. Each Fund’s investment activities depend upon the expertise of Marlin’s senior team. There can be no assurance that any of Marlin’s senior team will continue to be affiliated with a Fund throughout its term. Departure of senior team members may lead to disruptions in investment strategies, loss of institutional knowledge, and challenges in maintaining relationships with joint venture partners, counterparties, and other market participants. Although Marlin seeks to mitigate such risks through succession planning and talent development, the potential impact of losing key personnel remains a significant risk factor for the Funds and their investors. The loss of any of senior team members’ services for any reason could have a material adverse effect on Marlin’s and/or the Fund’s operations. Conflicts of Interest We and our related entities engage in a broad range of advisory and non-advisory activities, including investment activities for our own account and for the account of the Funds, and providing transaction-related, legal, management and other services to Funds, SPACs and portfolio companies. We will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, in accordance with the fiduciary duty owed to each of our Funds and as required by the Governing Documents, although the Funds and

their respective investments will place varying level s of demand on these over time. In the ordinary course of conducting our activities, the interests of a Fund likely will conflict with the interests of Marlin, one or more Funds, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, we will determine all matters relating to structuring transactions and Fund operations using its reasonable judgment considering all factors we deem relevant, but in our sole discretion, and in certain cases, subject to the required approvals by the advisory board of the participating Funds. Until the time that the relevant General Partner is permitted under a Fund’s Governing Documents to commence a successor Fund, substantially all appropriate investment opportunities that meet the Fund’s investment criteria will be pursued by Marlin personnel for the benefit of such Fund, to the extent such opportunities fit within such Fund’s investment guidelines and subject to certain limited exceptions, as described in the applicable Governing Documents. In addition, the Governing Documents provide Marlin with wide-ranging authority to make determinations such as the cessation of a Fund's investment period and the commencement of a successor Fund (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and therefore Marlin faces conflicts of interest in making such determinations. Marlin principals currently manage, and expect in the future to manage, Funds and investments similar to those in which the Funds invest and expect to direct certain relevant investment opportunities to those other Funds and investments. Marlin personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Our Investment Team will continue to manage and monitor such Funds and investments until the end of their life or realization of such investment, as applicable. Our significant capital investment in each Fund, as well as our interest in the carried interest with respect to such Funds, operate to align, to some extent, our interest with the interest of the partners of each such Fund, although we are expected to have economic interests in such other Funds and investments as well and receive Management Fees and carried interests relating to such interests. Such other Funds and investments that we expect to control or manage generally have the potential to compete with a Fund or companies acquired by such Fund. Following the investment period of a Fund, our principals reserve the right to, and likely will, focus their investment activities on other opportunities and areas unrelated to such Fund’s investments. To the extent an advisory opportunity is received that is unsuitable for a Fund, we and our personnel reserve the right, in our sole discretion, to refer such opportunity to third parties or to make personal investments in the such opportunity. Unless restricted by the Governing Documents, our personnel are permitted to serve on boards or act in other roles unaffiliated with Marlin, the Funds or their portfolio companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce the Management Fees. We expect to be presented with certain investment opportunities that would be suitable for more than one Fund and/or other investment vehicles operated by our affiliates. In determining which investment vehicles should participate in such investment opportunities, we and our affiliates are subject to conflicts of interest among such investment vehicles. Except as required by the Governing Documents, we are not obligated to recommend any investment to any particular

investment vehicle. Investments by more than one Fund in a portfolio company also have the potential to raise the risk of using assets of one Fund to support positions taken by another Fund(s). Marlin must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. Marlin generally assesses whether an investment opportunity is appropriate for a particular Fund based on the Fund’s Governing Documents, as well as factors including but not limited to: investment restrictions and objectives (including those set forth in the Governing Documents where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. For example, a newly organized Fund generally will seek to purchase a disproportionate amount of investments until it is substantially invested. A Fund generally reserves the right to invest together with other Funds advised by an affiliated adviser of Marlin in the manner set forth in the Governing Documents and Marlin’s Investment Allocation Policy. Marlin will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with Marlin’s obligations and reserves the right to take into consideration factors such as those set forth above. Following such determination of allocation among Funds, Marlin reserves the right to offer co-investment opportunities to one or more potential co-investors, including Service Providers and/or other third parties, as permitted by the Governing Documents, Side Letters and Marlin’s Co-Investment Policy. In certain cases, determinations to allocate such amounts or investment opportunities to Service Providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of coinvestment opportunities available. Pursuant to the Co-Investment Policy, we take into consideration a variety of factors in making such determinations, including but not limited to: whether such prospective co-investor is a limited partner in a Fund (who Marlin will generally favor over other prospective co-investors), perceived ability to provide a tangible or intangible benefit to the transaction or the applicable Fund, perceived ability to move towards closing with speed, clarity and certainty, tax or regulatory considerations, conflict of interest issues, risk tolerance, investment/concentration limits or other factors we deem appropriate. Furthermore, we and/or our affiliates expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Fund investors, and the consideration of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and Marlin expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Governing Documents and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Fund’s Governing

Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that our personnel and affiliates make capital investments in or alongside certain Funds, we are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it will be as favorable as it would have been had such conflict not existed. Our allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. While we will allocate investment opportunities in a manner that we believe is fair and equitable to our clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which we expect to be subject, discussed herein, did not exist. In certain cases, we will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, we will select such transferees based on eligibility and other factors, and unless required by the relevant Governing Documents, will determine in our sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. The relevant General Partner also generally has authority under the Governing Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via Side Letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds. The relevant General Partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The General Partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to

the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the General Partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant General Partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund. Potential conflicts are expected to arise when and to the extent a Fund makes investments in conjunction with an investment being made by another Fund, or if it were to invest in the securities of a company in which another Fund has already made an investment. A Fund may not, for example, invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as other Funds. This likely will result in differences in price, terms, leverage and associated costs. Where multiple Funds invest or consider investments in the same company at different times, the first Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Funds (whether in the same or different strategy than the first Fund); similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of Broken Deal Costs relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. Further, there can be no assurance that the relevant Fund and the other Fund(s) or vehicle(s) with which it co-invests will exit such investment at the same time or on the same terms. We reserve the right to express inconsistent views of commonly held investments or of market conditions more generally. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds. In that regard, actions taken for one or more Funds may adversely affect other Funds. The Funds generally are authorized to hold portfolio company interests that are of a different class or type than the class or type of interests held by the Credit Fund, another Marlinaffiliated vehicle designed principally to invest in the debt instruments and/or other securities of portfolio companies (including, without limitation, portfolio companies of the Funds) (the Credit Fund and any other such funds, Marlin-affiliated vehicles, and any successors thereto, the “Credit Vehicles”). Moreover, certain Credit Vehicles including certain funds, managed accounts and joint ventures have been and may in the future be formed by us to invest solely, primarily or substantially for the accounts of our principals and/or other affiliates (the “Proprietary Credit Vehicles”). To the extent any Credit Vehicle (including a Proprietary Credit Vehicle) is formed and is actively investing during the life of any Fund, it is likely that the relevant Fund will hold equity securities while such Credit Vehicle(s) holds debt instruments of the same portfolio company. The Funds and/or one or more Credit Vehicles (including Proprietary Credit Vehicles) are authorized to invest side-by-side in certain debt instruments and/or other securities. In addition, the Funds are authorized to buy and/or sell the debt instruments and/or other securities issued by any company (including, without limitation, any portfolio company of another Fund) on different terms and at different times than one or more Credit Vehicles (including Proprietary Credit Vehicles) and/or any other Fund. We will be subject to conflicts of interest in connection with any

transaction between a Fund and any Credit Vehicle and, in particular, any Proprietary Credit Vehicle. To the extent that a Credit Vehicle invests in a debt instrument of a portfolio company in which a Fund holds equity securities (particularly where such Credit Vehicle is a Proprietary Credit Vehicle), we and our affiliates expect to be subject to conflicts of interest (potentially including conflicting fiduciary duties) in determining the terms of such debt instrument and in managing a Fund’s and such Credit Vehicle’s investments in such portfolio company on a going-forward basis. In such a scenario, conflicts are likely to arise between a Fund and a Credit Vehicle in negotiating the price of the debt securities or other instruments, the characterization of such debt securities or other instruments, the terms of inter-creditor agreements, the interest rate or stated dividend yield of such debt securities or other instruments, the nature of the covenants running in favor of lenders and the other terms and conditions of the investment or in addressing subsequent amendments or waivers. Other conflicts also could arise in cases where a Fund desires optimal flexibility to grow a portfolio company, while a Credit Vehicle with interests in the same portfolio company may want to place tighter restrictions on the type and the amounts of such portfolio company’s permitted investments and acquisitions. For example, a Fund could have an interest in pursuing, on behalf of a portfolio company, an acquisition that would increase indebtedness, a divestiture of revenue-generating assets or other similar transactions that may enhance the value of the equity investment with respect to such Fund but that would potentially also increase the risk of a Credit Vehicle’s debt investment in such portfolio company. Further, because of the different legal rights associated with debt and equity investments, we and our affiliates expect to face a potential conflict of interest in respect of the advice given to, and the actions taken on behalf of, a Fund as compared to a Credit Vehicle. For example, questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt investments should be refinanced or restructured. In addition, the interests of a Fund and a Credit Vehicle would diverge significantly in the case of financial distress of a portfolio company. For example, if additional financing is necessary as a result of financial or other difficulties, it may be in the best interests of a Fund, but not a Credit Vehicle, to provide such additional financing. If a Credit Vehicle had the potential to incur a loss on its investment as a result of such difficulties, the General Partner’s ability to recommend actions in the best interests of a Fund might be impaired. In troubled situations, certain decisions, including whether to enforce claims, whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, are expected to raise conflicts of interest with respect to such Fund and any relevant Credit Vehicle, the interests of which are likely to diverge in such situations. Although we will employ procedures to address such conflicts, there can be no assurance that such conflicts will be resolved in a manner that is most favorable to the Fund. Subject to any relevant restrictions or other limitations contained in the Governing Documents, we allocate fees and expenses in a manner that we believe is fair and equitable to its clients under the circumstances over time and considering such factors as it deems relevant, but in our sole discretion. In exercising such discretion, we expect to be faced with a variety of potential conflicts of interest.

As a general matter, Fund expenses typically will be allocated among all relevant Funds or co-invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by us or our affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses is permitted to be made on a non-proportional basis, and any such determinations involve inherent matters of discretion, e.g., in determining which Funds or co-invest vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on number of Funds or co-invest vehicles receiving related benefits or proportionately in accordance with fund size (including amount of remaining committed capital), asset size, or fair value, number of investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or Marlin. The Funds generally are expected to have different expense reimbursement terms, including with respect to Management Fee offsets, which are expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. As a result, it is possible that a Fund or co-invest vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by another Fund. As a result of the Funds’ controlling interests in portfolio companies, we and our affiliates typically have the right to appoint portfolio company board members (including current or former Marlin personnel or persons serving at their request), or to influence their appointment, and to determine or influence a determination of their compensation. Portfolio company board members frequently approve compensation and/or other amounts payable to us and/or our affiliates. Except to the extent such amounts are subject to the Governing Documents’ offset provisions, they will be in addition to any Management Fees or carried interest paid to us by a Fund. Additionally, a portfolio company typically will reimburse us or Service Providers retained at our discretion for expenses (including, without limitation, travel expenses) incurred by us or our Service Providers in connection with our performance of services for such portfolio company. Service Provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by our personnel. This subjects us and our affiliates to conflicts of interest because the Funds generally do not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. We determine the amount of these reimbursements for such services at our discretion, subject to our internal reimbursement policies and practices. In connection with its services to the Funds and their investments, we, our affiliates and personnel expect to receive certain tangible and intangible benefits. For example, in the course of our operations, including research, due diligence, investment monitoring, operational improvements and investment activities, we and our personnel receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Marlin Information”). In many cases, Marlin Information includes tools, procedures and resources developed by Marlin to organize or systematize Marlin Information for ongoing or future use. Although we expect our Funds and their portfolio companies generally to benefit from possession of Marlin Information, it is possible that any benefits will be experienced

solely by other or future Funds, portfolio companies, or by us and our personnel, and not by the Fund or portfolio company from which Marlin Information was originally received or derived. Marlin Information will be the intellectual property of Marlin and solely for our use. We reserves the right to use, share, license, sell or monetize Marlin Information, without offsetting or otherwise reducing Management Fees, and without providing the relevant Fund or portfolio company any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses incurred by our personnel relating to the Funds or portfolio companies may be charged using credit cards or other widely available third-party rewards programs that provide benefits such as airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset or reduce Management Fees. We generally exercise our discretion to recommend to our Funds or portfolio companies engage the services of certain Service Providers. Such Service Providers include (i) our related person, including a portfolio company of such Fund, (ii) an entity with which we or our affiliates or current or former personnel have a relationship (including MOGI, as described below) or from which we or our affiliates or our personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where our personnel are seconded, or from which we receive secondees (including secondees at no or reduced cost to Marlin), resources or training; (iii) certain limited partners or their affiliates; or (iv) one or more portfolio companies. For example, we expect to be presented with opportunities to receive financing and/or other services in connection with a Fund’s investments from certain limited partners or their affiliates that are engaged in lending or related business. This discretion subjects us to conflicts of interest, because although we select Service Providers that we believe are aligned with our operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Fund, we would have an incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest. There is a possibility that Marlin, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant Funds or us), may favor such retention or continuation even if a better price and/or quality of service could be obtained from another Service Provider. We will not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Although we generally seek appropriate rates for services, we reserve the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. Additionally, we expect certain Service Providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the Service Provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors, and likely will be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors. It is possible that Service Providers consider the overall level of work performed for Marlin, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to Marlin. Based on the foregoing factors, limited partners should not expect service Providers to us

or any Fund to provide services that will be the most beneficial to any limited partner or group of limited partners. Whether or not we have a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. Although Marlin generally structures Funds to avoid circumstances in which one Fund ultimately bears liability for all or part of the obligations of another Fund or any Marlin affiliate, in certain circumstances lenders and other market participants negotiate for the right to face only select Fund entities, which may result in a single Fund being solely liable for other Funds’ share of the relevant obligation and/or joint and several liability among Funds. In each such case, Marlin intends to cause the relevant other Funds to enter into a back-to-back guarantee, indemnification or similar reimbursement arrangement, although the Fund undertaking the obligation in the first instance generally will not receive compensation for being primarily liable under these arrangements. In other circumstances, lenders and other market participants are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another Fund or our affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Fund’s limited partners could suffer adverse effects resulting from any default by any Fund or our affiliate, whether or not related to the Fund in which such limited partners have invested. We reserve the right to employ or engage individuals with pre-existing ownership interests in portfolio companies owned by the Funds or other investment vehicles advised by us and/or our affiliates; conversely, former Marlin personnel have and may serve in significant management roles at portfolio companies or Service Providers recommended by us. Similarly, Marlin, our affiliates and/or personnel maintain relationships with (or invest in) financial institutions, Service Providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, former personnel, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, Marlin and/or our affiliates and/or the Funds or other investment vehicles we advise. In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through Marlin entities, whether or not relating to financing Marlin personnel obligations to fund General Partner commitment obligations) to our personnel and their estate planning vehicles. We expect to be subject to a potential conflict of interest with a Fund in recommending the retention or continuation of a third-party Service Provider to such Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the Service Provider or its affiliate(s) will continue to invest in one or more Funds, will provide Marlin information about markets and industries in which we operate (or is contemplating operations) or will provide other services that are beneficial to us or our Funds. We expect to be subject to a potential conflict of interest in making such recommendations, in that we have an incentive to maintain goodwill between them and the existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to a Fund or its portfolio companies.

Marlin, our principals and/or one or more of their respective affiliates are authorized to form, sponsor and/or provide other services and capital to SPACs and the companies they acquire in the future. Any such SPACs could acquire companies in certain of the key verticals in which a Fund is expected to invest (including “asset-light” industries, such as software, technology, healthcare and tech-enabled businesses and financial services). While we do not generally believe that any such SPAC and the Funds will pursue the same investment opportunities, it is possible that the market conditions or the companies’ priorities could change and that certain opportunities that could be viewed as appropriate for a Fund could be appropriate for or pursued by a SPAC. As such, any SPAC formed by us, our principals or their respective affiliates has the potential to compete with the Fund’s portfolio companies for investments (e.g., add-on investments). While the organizational documents of SPACs typically contain waivers of provisions requiring their sponsors to present to them investment opportunities, we and/or our affiliates and personnel are likely to have obligations to pursue certain acquisitions through any SPACs they sponsor. In the event an investment opportunity is suitable for a SPAC and a Fund, we will make an allocation in accordance with our Investment Allocation Policy. In addition, a Fund could co-sponsor a SPAC and/or participate in an initial business combination together with certain Marlin specialized investment vehicles (including certain principals), advisors and/or consultants, members of MOGI and each of their respective affiliates. We will be subject to conflicts of interests in determining whether to cause the Funds to participate in an investment alongside any SPAC sponsored by such other Marlin investment vehicles or us, our principals, partners, employees and any respective affiliates since ensuring sufficient demand for the SPAC prior to its initial business combination will directly impact the return of such other Marlin investment vehicles and/or us, our principals, partners, employees and any respective affiliates that are sponsoring the SPAC. Our personnel, advisors and/or consultants and/or our affiliates and individual members of MOGI have the right to serve in director, executive or consulting roles with respect to SPACs, which will require a portion of their time. Any future SPAC formed by us or our affiliates is expected to provide, our personnel involved with such SPAC with substantial economic incentives, including incentive equity, stock, options, warrants and/or other interests that have the potential to be more favorable than those associated with the Funds. This has the potential to incentivize Marlin personnel to dedicate more time and resources to, or otherwise sponsor, SPACs over the Funds and to potentially to favor SPACs in making investment allocation decisions. A Fund’s General Partner generally is permitted to receive a distribution in kind from the Fund, including in connection with investment dispositions or the payment in kind of amounts owed to the General Partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the General Partner (and its beneficial owners) and the relevant Fund’s limited partners. For example, the General Partner and its beneficial owners may intend to hold the investment for a different time period than we deem suitable for the Fund. Although the General Partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its limited partners will benefit from the increase, and over time the economic benefit to the General Partner and its beneficial owners could exceed the value of the General Partner’s pro rata interest in the Fund and the amount of carried interest owed. To the extent the beneficial owners of the General Partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated

or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Fund or its limited partners. Except to the extent prohibited by the Governing Documents, we, our affiliates and our personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. Subject to any limitations imposed by the Governing Documents and anti-“assignment” provisions of the Advisers Act, we, our affiliates and our personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Funds, or expect to receive from the Funds in the future. Subject to any restrictions in the Governing Documents, this monetization could occur in many forms, including: public offerings of Marlin or an affiliate; borrowing against Marlin’s or the General Partner’s investment in, or right to receive revenues from, one or more Funds; preferred financing or other strategic investment by a third party in one or more Marlin entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Funds or in one or more Marlin entities to third parties; or other financial arrangements, including those in which Marlin, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although Marlin and its personnel intend to abide by any “key person” or “time and attention” requirements in the Governing Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate Marlin in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent thirdparty funding or borrowings are used to finance General Partner commitment amounts, the Marlin and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Because there is a fixed investment period after which capital from investors in a Fund may only be drawn down in limited circumstances and because Management Fees are, at certain times during the life of a Fund, based upon capital invested by such Fund, this fee structure may create an incentive to deploy capital when we may not otherwise have done so. The Governing Documents provide us with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund (including timing determinations relating to each of the foregoing) that in each case have the potential to affect our compensation. In making such determinations, we are subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for us or our affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s Management Fee and carried interest compensation arrangements. The nature of any compound preferred return in a Fund’s carried interest arrangements provides incentives for the relevant General Partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. We expect to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the

investments are Impaired Value Investments) in order to receive greater ongoing Management Fees and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. Where the Management Fee is calculated taking into account the valuation of an investment, we have incentives to make determinations that result in the continued payment of, or a higher, Management Fee. Where the Governing Documents do not require Management Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, we are incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date Management Fees will include the value of capitalized Transaction Fees, expenses, costs or other amounts relating to, unrealized investments, including such amounts payable or reimbursable to Marlin and its affiliates. Marlin and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to Marlin’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Additionally, the amount of carried interest owed to the relevant General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant General Partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Governing Documents. Our wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the relevant General Partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the relevant General Partner’s determination that an investment is an Impaired Value Investment, and except as set forth in the Governing Documents, neither the General Partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the Fund’s holding period. The General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of our compensation is dependent in part on an investment’s status as an Impaired Value Investment, the relevant General Partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although we intend to operate in accordance with the Governing Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial

stress, we reserve the right to accrue, defer or forego payments of Transaction Fees. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of Management Fee offsets with respect to such amounts until they are actually received. Even in circumstances where Transaction Fees would be completely offset against Management Fees under the Governing Documents, Marlin’s receipt of Transaction Fees when due from portfolio companies provides a benefit to Marlin in that it generally results in earlier availability of such amounts relative to Management Fee due dates. In accordance with the Governing Documents, investors will not receive interest or other compensation for the time period between Transaction Fees receipt and the later date of offset of the relevant amounts (if any) against the relevant Management Fees. In connection with the sale of (or certain other events at) a portfolio company, while Marlin intends to timely distribute the amounts owed to investors and/or the relevant Fund(s), Marlin reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable Governing Documents, transaction agreements or any of Marlin’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Fund(s) will be monitored by Marlin personnel on an ongoing basis. Marlin will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements, and typically would not be reflected in the relevant Fund’s performance figures, unless and until they are used to make an investment or pay expenses or other liabilities. We and our affiliates reserve the right to enter into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including but not limited to different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of Marlin’s compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s advisory committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, and investment pacing restrictions, as well as economic procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Fund’s Governing Documents. We are likely to have economic and/or other business incentives to provide certain terms to certain limited partners, e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to us, our affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to us, our affiliates and personnel, or the Funds. Further, Side Letters are also expected to relate to strategic relationships under which an investor agrees to make Commitments to multiple Funds. Except in the circumstances and on the timing where required by Governing Documents, other investors will not receive disclosure of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, Marlin, the relevant General Partner or any of our affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side

Letters. Side Letters subject Marlin to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors are expected to be subject to increased losses or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or nonparticipating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although we believe it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Under the Governing Documents, a Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain advisory committee members are expected to have various business and other relationships with Marlin (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence advisory committee members to be more aligned with Marlin and the relevant General Partner and favor proposals brought to the advisory committee; in other circumstances, these factors will make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by Side Letter or otherwise)

a role on the advisory committee, and Marlin expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A General Partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the General Partner and other factors. Marlin is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Since the General Partners are permitted to retain certain fees (as described under “Fees and Compensation”) in connection with Fund investments, they expect to be subject to a conflict of interest in connection with approving transactions or setting such compensation. We manage such conflicts by offsetting the Management Fee by all or a portion of such fees (except as discussed above) and by a General Partner’s interest in the carried interest of a Main Fund and CoInvest Vehicles. In addition, the potential conflict is further mitigated by the fact that such fees generally are negotiated with the applicable portfolio company’s management team. In many cases, such fees are based on enterprise value or other metrics relating to a portfolio company, and there can be no assurance that the amount of such fees charged will be proportional to the amount of hours of work performed on behalf of the portfolio company. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, we reserve the right to accrue, defer or forego payments of such fees. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of Management Fee offsets with respect to such amounts until they are actually received. As described under “Fees and Compensation” above, the Main Funds and the Co-Invest Vehicles, directly or through portfolio companies in which they invest, bear the cost of Operational Services provided by the Operations Group. Members of the Operations Group may receive compensation from Fund portfolio companies or from a Fund (including through the reimbursement of fees or other compensation initially paid by the Management Company or applicable General Partner, which may be borne by a Fund through a reduction in the offset to the Management Fees for certain non-investment advisory fees received by the Management Company or its affiliates in connection with the Funds’ investments and portfolio companies). Such compensation will not offset or reduce the Management Fee and, thus, will not be covered by the Management Fee. Members of the Operations Group include former employees of Marlin or certain portfolio companies, and in some circumstances former members of the Operations Group are expected to become Marlin employees or employees of portfolio companies. Consequently, the determination of whether individuals are members of the Operations Group is expected to vary and/or be revisited over time, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that we might otherwise be required to bear. The Management Company and/or the applicable General Partners generally have discretion over whether to charge fees to or require other compensation from (or seek

reimbursement from) a portfolio company in connection with services provided by the Operations Group and, if so, the fee rate or amount. The receipt by members of the Operations Group of such fees or other compensation may give rise to conflicts of interest between the Main Funds and the Co-Invest Vehicles, on the one hand, and the Management Company and/or our affiliates (including the Operations Group), on the other hand. Such potential conflicts of interest include the determination by the Management Company and/or the applicable General Partner whether certain costs or expenses that are incurred in connection with services provided by the Operations Group constitute expenses for which a Fund or portfolio company is responsible under the relevant Partnership Agreement or portfolio company transaction document or services agreement, as applicable, or whether such expenses should be borne by the Management Company. The Management Company or applicable General Partner’s determination regarding the allocation of such expenses is binding on a Fund and/or the relevant portfolio company. Although there can be no assurance that there will be no errors in allocating such expenses, the Management Company or applicable General Partner makes such determinations in a fair and equitable manner, consistent with its fiduciary obligations, in accordance with the relevant Partnership Agreement or portfolio company transaction document or services agreement, as applicable, and pursuant to the Management Company’s policies and procedures regarding the allocation of expenses. The Operations Group works with the Investment Team throughout the investment process and provides substantial domain expertise in various areas of operations and capital sourcing, including, without limitation, turnarounds, complex carve-outs, integrations, finance, tax, accounting, internal audit, legal, human resources, risk management, technology, financing (e.g., debt and equity financing, including, without limitation, in connection with acquisitions, dispositions, refinancings, recapitalizations and other similar transactions), real estate/facilities management, planning and reporting, data analytics, procurement, sales and marketing and operational strategy across multiple vertical markets. The Operations Group is separate from the Investment Team, does not include employees of the Management Company and performs services that the Management Company generally believes would otherwise be performed by third-party providers. However, certain members of the Operations Group are permitted to participate in meetings of the Management Company’s investment or other committees to, among other things, provide feedback and operational insight regarding a particular industry or prospective portfolio company and help ensure coordination between the Operations Group and Investment Team in constructing an operating plan for a given portfolio company. Although (i) the Management Company selects Service Providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Fund and (ii) the Operations Group is operated as a break-even enterprise and does not directly generate profits for the Management Company or the owners of MOGI, due to the relationship between the Management Company and the Operations Group and the ability of the Management Company or applicable General Partner to determine the allocation of costs and expenses related to the services provided by the Operations Group, as discussed above, the Management Company may have an incentive to recommend the services of the Operations Group to the Funds and their portfolio companies rather than engage third-party Service Providers, even though the services recommended may not necessarily be the lowest cost or most effective available to the Funds or the portfolio companies. In addition, the fees and other compensation received by the members of the Operations Group for services provided to the Funds and the

portfolio companies will not be shared with the Funds or their investors, through an offset to or reduction in the Management Fee or otherwise. Although such arrangements may subject the Management Company and/or our affiliates to potential conflicts of interest, the Management Company attempts to address the potential for conflict by seeking to agree upon fees that the Management Company believes are reasonable. Such potential conflicts also may be reduced by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Fund(s)) that will result if the cost of the Operations Group is lower than market rates for the services provided and/or if the quality of the services make a greater contribution to the success of the portfolio company. Although the Management Company seeks to retain the Operations Group with a view to reducing costs to portfolio companies and, ultimately, the Funds, a number of factors may result in limited or no cost savings from such retention. The Management Company also seeks to reduce potential conflicts of interest resulting from such arrangements by structuring compensation packages for such persons in a manner that the Management Company believes will align such persons’ interests with those of the Funds’ limited partners. Additionally, the Management Company believes that (i) the significant investment of Marlin and its principals in a Fund, (ii) Marlin’s interest in the carried interest and (iii) the Operations Group being operated as a break-even enterprise with no profit potential for the Management Company or the owners of MOGI, further operate, in part, to mitigate such potential conflicts of interest by aligning, to some extent, our interest with the interest of the limited partners of such Fund and creating an incentive for us to minimize costs, including Operations Group fees and expenses borne by the Funds and their portfolio companies. The Funds, through portfolio companies or directly, bear the cost, including compensation, of directors, executives or consultants to portfolio companies, which is permitted to include former senior principals or employees of Marlin, in connection with management or consulting services provided by such persons. Any such cost will generally not offset Management Fees paid to Marlin. Because such persons are former senior principals or employees of Marlin, we could have a potential conflict of interest in approving such arrangement, although it seeks to do so generally at market rates for the services provided. There can be no assurance, however, that such rates are the lowest cost available. We have incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as we have incentives to maintain goodwill between us and our former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Discounted prices or better terms offered by a portfolio company to us, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. While Marlin will seek such arrangements that it believes at the time are of mutual benefit to both portfolio companies, there can be no assurance that the benefits will be symmetrical. Although the Governing Documents generally contain broad exculpation and indemnification provisions, we will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. The

relevant liability standards under insurance coverage procured by us are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity standards in our insurance coverage are higher or lower than those set forth in the Governing Documents. Additionally, while co-investors and/or co-investment vehicles have the potential to benefit from the General Partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Fund. Any of these situations subjects us and/or our affiliates to potential conflicts of interest. We attempt to resolve such conflicts of interest in light of our obligations to investors in its Funds and the obligations owed by our advisory affiliates to investors in investment vehicles managed by them, and attempt to allocate investment opportunities among such entities in a manner that over time, we believe is fair and equitable to each Fund relative to other Funds. To the extent that an investment or relationship raises particular conflicts of interest, we will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, we will disclose, consult and receive consent on how to address the conflicts from an advisory board of the affected Fund(s), which consists of limited partners of such Fund(s).

pre-clear certain proposed purchases and sales of reportable securities, including in initial public offerings and limited offerings;

•

report violations of the Code promptly to the Chief Compliance Officer (the “CCO”) or designee; and

•

certify compliance with the Code on a periodic basis.

A copy of the Code will be provided to any investor or prospective investor upon request to the CCO at (310) 364-0100. However, Marlin reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with Marlin on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. We may come into possession of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, our personnel are prohibited from improperly disclosing or using such information for our personal benefit or for the benefit of any person, regardless of whether such person is a Fund, client or investor. Accordingly, should we come into possession of material nonpublic or other confidential information with respect to any company, we generally would be prohibited from communicating such information to clients, and we would have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of our personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds. Certain Marlin personnel and their affiliates directly or indirectly own an interest in one or more Funds, the Executive Funds or certain co-investment vehicles. Co-invest opportunities generally are also expected to be presented to certain affiliates of Marlin, as well as third party investors and other persons, and such co-investments may be effected through co-invest vehicles, directly in a particular portfolio company or through an intermediate entity in a portfolio company’s structure. Such co-investment opportunities generally will be allocated in the manner described under “Methods of Analysis, Investment Strategies and Risk of Loss.”

The Funds are permitted to invest together with the Executive Funds and other Funds in the manner set forth in the Partnership Agreements. We will allocate investment opportunities or advisory recommendations on a basis that over time we believe is fair and equitable basis to each Fund relative to other Funds, consistent with its fiduciary obligations, the underlying documents for the relevant Fund and Marlin’s Investment Allocation Policy. We and our affiliates, principals and employees are expected to carry on investment activities for their own account, for personal or employee investment vehicles and, potentially, for family members, friends or others who do not invest in the Funds, as well as give advice and recommend securities to vehicles that differs from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives may be the same or similar. The operative documents and investment programs of certain Funds generally restrict, limit or prohibit, in whole or subject to certain procedural requirements, investments of certain other vehicles in issuers held by such Funds or give priority with respect to investments to such Funds. Some of these restrictions could be waived by investors (or their representatives) in such Funds or be subject to limitations (e.g., by time or percentage of capital deployed).

However, if we transact in publicly traded securities for a Fund, we will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, we may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; (iv) gross compensation paid to the broker; and (v) the financial strength of the broker. Marlin has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate or markup applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of the charges of eligible brokers and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although Marlin generally seeks competitive commission rates and markups, it may not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or markups or their equivalents than would be the case with other transactions requiring more routine services. Consistent with Marlin seeking to obtain best execution, Marlin’s allocation of brokerage commissions or credit deal flows on client transactions may be influenced by the perceived value

of research furnished by brokers, although Marlin generally does not make use of such services at the current time. Research provided by these brokers may be used for the benefit of one, or a subset, of the Funds managed by Marlin, and brokerage commissions paid by one Fund may apply towards payment for research services that might not be used in the service of such Fund. Research services may be shared between Marlin and its affiliates. To the extent that Marlin allocates brokerage business on the basis of research services, it expects to have an incentive to select or recommend broker-dealers based on the interest in receiving such research or other products or services, rather than based on its Funds’ interest in receiving most favorable execution. To the extent that Marlin engages in any public securities transactions, orders for purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for any Funds are completed independently, Marlin reserves the right to purchase or sell the same securities or instruments for several Funds simultaneously. Marlin reserves the right, but is not obligated to, purchase or sell securities for several client accounts at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are expected to be executed in a manner intended to ensure that no participating Fund of Marlin is favored over any other Fund. When an aggregated order is filled in its entirety, each participating Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. To the extent such orders are not batched, they may have the effect of increasing brokerage commissions or other costs. When an aggregate order is partially filled, the securities purchased or sold will normally be allocated on a pro rata basis to each Fund participating in such buy or sell order in accordance with the amount of securities originally requested for such Funds. Each Fund generally will receive the average price obtained on all such purchases or sales made during such trading day. Exceptions to pro rata allocations are permissible provided they are fair and equitable to the Funds over time. We have not and currently do not participate in any soft dollars arrangements outside of receiving research available to other institutional investors. In the event that Marlin decides to engage in a soft dollar transaction, we intend to do so in accordance with the safe harbor as set forth in Section 28(e) of the Exchange Act. We currently do not receive client or investor referrals from brokerage relationships; however, we do have distribution relationships and placement agent agreement with brokers as described below in “Client Referrals and Other Compensation.” We also do not recommend, request or require that any Fund direct us to execute transactions through a specified broker-dealer.

For example, we may be entitled to receive (i) certain professional services or related fees from a portfolio company in connection with certain transactions, and (ii) certain monitoring or consulting fees from a portfolio company for services provided to the portfolio company. All or a portion of such fees may be offset against the Management Fee. We reserve the right to enter into solicitation arrangements pursuant to which we compensate third parties for referrals that result in a potential investor becoming a limited partner in a Fund. Any fees payable to such placement agents generally will be borne by Marlin directly or indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). The practice of bearing such fees over time through offset provides a benefit to Marlin in that it generally results in prompt payment to the relevant placement agent without requiring Marlin immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees.

Square, Cleveland, OH 44114, also holds certain funds on behalf of the Credit Fund. Société Générale Luxembourg, with offices at 11 Avenue Emile Reuter, L-2420 Luxembourg, holds certain funds on behalf of a Heritage European Fund. Silicon Valley Bank, Keybank and Société Générale Luxembourg are qualified custodians, as defined by Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). Marlin complies with the Custody Rule’s independent asset verification requirements by distributing audited Fund financial statements to applicable limited partners on an annual basis.

In the event that there is or may be a conflict of interest in voting proxies, we may address the conflict using several alternatives, including by seeking the approval or concurrence of a Fund’s advisory board on the proposed proxy vote or through other alternative methods set forth in the Proxy Policy. Additionally, a Fund’s advisory board may approve Marlin’s vote in a particular solicitation. We do not consider service on portfolio company boards by our personnel or Marlin’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. A copy of the Proxy Policy and Marlin’s proxy voting record will be provided to any investor or prospective investor upon request to the CCO at (310) 364-0100.